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WHEREAS, the Lender purchased the Series 2015 Note; and
<br />WHEREAS, pursuant to the 2015 Resolution, the City also approved certain amendments
<br />to the Original 2011A Note and the Original 2012A Note in conjunction with the issuance of the
<br />Series 2015 Note, which amendments constituted a significant modification of the Original 201 IA
<br />Note and Original 2012A Note and caused a reissuance thereof under federal income tax law and
<br />regulations, and upon the effective date of such amendments, the Original 2011A Note and Original
<br />2012A Note were treated as refunded on such dates; and
<br />WHEREAS, on August 3, 2015, pursuant to the 2015 Resolution, the City amended,
<br />restated, and reissued the Original 2011A Note, in the original aggregate principal amount of
<br />$9,503,938.05, as the Amended and Restated Senior Housing Revenue Note (Presbyterian Homes
<br />of Arden Hills, Inc. Project), Series 2011A (together with the Original 2011A Note, the "Series
<br />2011 A Note"); and
<br />WHEREAS, on September 2, 2015, pursuant to the 2015 Resolution, the City amended,
<br />restated, and reissued the Original 2012A Note, in the original aggregate principal amount of
<br />$9,481,981.98, as the Amended and Restated Senior Housing Revenue Note (Presbyterian Homes
<br />of Arden Hills, Inc. Project), Series 2012A (together with the Original 2012A Note, the "Series
<br />2012A Note"); and
<br />WHEREAS, pursuant to the terms of the Series 2011A Note, the Series 2012A Note, and
<br />the Series 2015 Note (collectively, the "Notes"), the interest rate on each of the Notes is adjustable
<br />on certain dates at rates determined by the Lender using the one -month London Interbank Offered
<br />Rate ("LIBOR") formula; and
<br />WHEREAS, the use of LIBOR is currently being phased out and will no longer be available
<br />after June 30, 2023; and
<br />WHEREAS, the Lender has informed the City and the Borrower that for each Reset Date
<br />(as defined in each of the Notes) occurring on or after July 1, 2023, interest on the Notes will be
<br />calculated using a waterfall of fallback rates that initially references the one -month Secured
<br />Overnight Financing Rate (SOFR), and such change (the "Amendment") must be reflected in the
<br />Notes; and
<br />WHEREAS, Kennedy & Graven, Chartered, as bond counsel to the City, has represented
<br />that such Amendment to the Notes will not be considered a significant modification of the Notes
<br />and will not result in the reissuance of the Notes for tax purposes pursuant to Section 1.1001-3 of
<br />the Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended, as
<br />the applicable rate for each of the Notes has been replaced with a qualified rate described in Section
<br />1. 100 1 -6(h)(3)(ii) of the Treasury Regulations; and
<br />WHEREAS, there has been presented before the City Council forms of Allonges, one for
<br />each of the Notes (the "Allonges"), each of which incorporate the proposed Amendment to the
<br />respective Notes.
<br />AR200-21-870719.v1 2
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